Exhibit 4.9


 


RESTRICTED STOCK AWARD AGREEMENT


 


THIS AGREEMENT (the “Agreement”), is made, effective as of
           , 2004, (the “Grant Date”) between
Bristol West Holdings, Inc., a Delaware corporation (hereinafter called the
“Company”), and
                     ,
a member of the Board of Directors of the Company (a “Director”), hereinafter
referred to as the “Grantee.”


 


WHEREAS,
the Company has adopted the 2004 Stock Incentive Plan for the Company and
Subsidiaries (the “Plan”), the terms of which are hereby incorporated by
reference and made a part of this Agreement (capitalized terms not otherwise
defined herein shall have the same meanings as in the Plan);


 


WHEREAS,
the Committee has determined that it would be to the advantage and best
interest of the Company and its shareholders to supplement the cash retainer
paid to the Grantee for his or her service as a Director by granting the Shares
provided for herein (the “Restricted Stock Award”) to the Grantee as an
incentive for increased efforts during his or her term as a Director, and has
advised the Company thereof and instructed the undersigned officer to grant
this Restricted Stock Award;


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto do hereby agree as follows:


 


1.                                       Grant of the
Restricted Stock.  Subject to
the terms and conditions of the Plan, and the additional terms and conditions
set forth in this Agreement, the Company hereby grants to the Grantee a
Restricted Stock Award equal to               Shares
(hereinafter called the “Restricted Stock”). 
The Restricted Stock shall vest and become nonforfeitable in accordance
with Section 2 hereof.


 


2.                                       Vesting.


 


(a)                                  Unless otherwise
provided in this Agreement, so long as the Grantee continues to serve as a
Director, the Restricted Stock shall become fully vested on May 14, 2006.


 


(b)                                 If the
Grantee’s service as a Director terminates as a result of the Grantee’s death
or Disability (as hereinafter defined) the Restricted Stock shall, to the
extent not then vested, immediately become fully vested.  If the Grantee’s service as a Director is
terminated for any reason other than due to death or Disability, the Restricted
Stock shall, to the extent not then vested, be forfeited by the Grantee without
consideration.  For purposes of this
Agreement, “Disability” shall mean “disability” as defined in the Company’s
long-term disability plan as in effect from time to time, or if there is no such
plan or if not defined therein, the Grantee’s becoming unable to engage in the
activities required by Grantee’s position as a Director by reason of any
medically determined physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than six (6) months.


 


(c)                                  Notwithstanding any other provision of this Agreement to the contrary,
upon the occurrence of a Change in Control, all unvested Restricted Stock shall
become immediately vested.


 

















 


3.                                       Certificates.  Certificates evidencing the Restricted Stock
shall be issued by the Company and shall be registered in the Grantee’s name on
the stock transfer books of the Company promptly after the date hereof, but
shall remain in the physical custody of the Company or its designee at all
times prior to the vesting of such Restricted Stock pursuant to
Section 2.  The Grantee hereby
acknowledges and agrees that the Company shall retain custody of such
certificate or certificates until the restrictions imposed by Section 2 on
the Shares granted hereunder lapse.  As
a condition to the receipt of this Restricted Stock Award, the Grantee shall
deliver to the Company a stock power, duly endorsed in blank, relating to the
Restricted Stock. No certificates shall be issued for fractional Shares.


 


4.                                       Rights as a
Stockholder.  The
Grantee shall be the record owner of the Restricted Stock until or unless such
Stock is forfeited pursuant to Section 2 hereof, and as record owner shall
be entitled to all rights of a common stockholder of the Company, including,
without limitation, voting rights with respect to the Restricted Stock; provided, however, that any cash or in-kind dividends paid with respect to
the Restricted Stock that has not previously vested shall be withheld by the
Company and shall be paid to the Grantee only when, and if, such Restricted
Stock shall become fully vested pursuant to Section 2.  As soon as practicable following the vesting
of the Restricted Stock pursuant to Section 2, certificates for the
Restricted Stock which shall have vested shall be delivered to the Grantee or
to the Grantee’s legal guardian or representative along with the stock powers
relating thereto.


 


5.                                       Legend on
Certificates.  The
certificates representing the vested Restricted Stock delivered to the Grantee
as contemplated by Section 4 above shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the
Plan or the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which such Stock is listed, and
any applicable Federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to
such restrictions.


 


6.                                       Transferability.  The Restricted Stock may not, at any time
prior to becoming vested pursuant to Section 2 or thereafter, be
transferred, sold, assigned, pledged, hypothecated or otherwise disposed of
unless such transfer, sale, assignment, pledge, hypothecation or other
disposition complies with the provisions of this Agreement and, to the extent
applicable, any other agreement with the Company or any of its Affiliates
regarding the transferability, sale or other disposition of the Restricted
Stock.


 


7.                                       Purchaser’s
Directorship.  Nothing
contained in this Agreement or in any other agreement entered into by the
Company or its Affiliates and the Grantee contemporaneously with the execution
of this Agreement prohibits or restricts the Company from terminating the
Grantee as a Director at any time or for any reason whatsoever, and the Grantee
hereby acknowledges and agrees that neither the Company nor any other Person
has made any representations or promises whatsoever to the Grantee concerning
the Grantee’s continued service as a Director.


 


8.                                       Change in
Capitalization.  If, prior
to the time the restrictions imposed by Section 2 on the Restricted Stock
granted hereunder lapse, the Company shall be reorganized or


 


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otherwise restructured, or
consolidated or merged with another corporation (other than a Change in
Control, which results in the immediate vesting of Restricted Stock), any
stock, securities or other property exchangeable for such Stock pursuant to
such reorganization, consolidation or merger shall be deposited with the
Company and shall become subject to the restrictions and conditions of this
Agreement to the same extent as if it had been the original property granted
hereby, pursuant to Section 9 of the Plan.


 


9.                                       Withholding.  It shall be a condition of the obligation of
the Company to deliver Restricted Stock to the Grantee that the Grantee pay to
the Company such amount as may be requested by the Company for the purpose of
satisfying any liability for any federal, state or local income or other taxes
required by law to be withheld with respect to such Restricted Stock, including
the payment to the Company upon the vesting of the Restricted Stock or other
settlement in respect of the Restricted Stock of all such taxes and
requirements.  The Company shall be
authorized to take such action as may be necessary, in the opinion of the
Company’s counsel (including, without limitation, withholding vested Restricted
Stock otherwise deliverable to the Grantee hereunder and/or withholding amounts
from any compensation or other amount owing from the Company to the Grantee),
to satisfy the obligations for payment of the minimum amount of any such
taxes.  The Grantee is hereby advised to
seek his own tax counsel regarding the taxation of the grant of Restricted
Stock made hereunder.


 


10.                                 Limitation on
Obligations.  The
Company’s obligation with respect to the Restricted Stock granted hereunder is
limited solely to the delivery to the Grantee of Shares on the date when such
shares are due to be delivered hereunder, and in no way shall the Company
become obligated to pay cash in respect of such obligation.  This Restricted Stock Award shall not be
secured by any specific assets of the Company or any of its subsidiaries, nor
shall any assets of the Company or any of its subsidiaries be designated as
attributable or allocated to the satisfaction of the Company’s obligations
under this Agreement.  In addition, the
Company shall not be liable to the Grantee for damages relating to any delays
in issuing the share certificates to him (or his designated entities), any loss
of the certificates, or any mistakes or errors in the issuance of the
certificates or in the certificates themselves.


 


11.                                 Securities Laws.  Upon the vesting of any Restricted Stock,
the Company may require the Grantee to make or enter into such written
representations, warranties and agreements as the Committee may reasonably
request in order to comply with applicable securities laws or with this
Agreement.  The granting of the
Restricted Stock hereunder shall be subject to all applicable laws, rules and
regulations and to such approvals of any governmental agencies as may be
required.


 


12.                                 Notices.  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to the Grantee shall be addressed to him
or her at the address given beneath his signature hereto.  By a notice given pursuant to this
Section 12, either party may hereafter designate a different address for
notices to be given to him or her.  Any
notice that is required to be given to the Grantee shall, if the Grantee is
then deceased, be given to the Grantee’s personal representative if such
representative has previously informed the Company of his or her status and
address by written notice under this Section 12.  Any notice shall have been deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, deposited (with


 


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postage prepaid) in a post
office or branch post office regularly maintained by the United States Postal
Service.


 


13.                                 Governing Law.  The laws of the State of Delaware shall
govern the interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under principles of
conflicts of laws.


 


14.                                 Restricted
Stock Award Subject to the Plan. 
The Restricted Stock Award shall be subject to all the terms and
provisions of the Plan.  In the event of
any conflict between this Agreement and the Plan, the terms of the Plan shall
control.


 


15.                                 Signature in
Counterparts.  This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.


 


[Continued on
next page.]


 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


 


 


	
   

  	
  BRISTOL WEST HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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